Annual report - front page - Jubilee Insurance

CORPORATE GOVERNANCE STATEMENTThe Board of Directors, duly cognisant of its role in safeguarding shareholders’ assets and ensuring a decent return on investment,reaffirms its commitment to upholding policies and strategies that enhance transparency and accountability as part of the Company’scontinuing listing obligations and as advocated by the Capital Markets Authority guidelines for good corporate governance practicesby public listed companies in Kenya.Board of DirectorsThe Directors represent the requisite diverse skills and experience to provide the necessary stewardship to the Company. The Boarddraws from its considerable collective experience in finance, insurance, investment, strategic management and human resourcemanagement in order to provide overall strategic guidance to the Group.In accordance with the Company’s Articles of Association, the Board meets at regular intervals to, amongst other things:• Agree on the Company’s strategic objectives, as well as plans to achieve these• Review and approve the Company’s annual budget• Review the Company’s performance against agreed goals and strategies• Review the Company’s policies and procedures• Consider and approve the annual and interim financial statements• Recommend dividends to the shareholders; and• Approve other matters of fundamental significanceMembers of senior management of the Company attend Board Meetings by invitation to ensure informed and efficient decisionmakingby the Board of Directors. In addition, the Board invites third party professionals to attend Meetings and provide opinionsand advice as necessary to enable the Board discharge its fiduciary mandate.The Board comprises eight non-executive Directors. The Directors who held office during the year under review and to the date ofthis report are listed on page 4 and 5. There were no resignations from or appointments to the Board in the course of the financialyear ended December 2011.The Directors’ attendance of Board Meetings for the year 2011 is as follows*:(Quorum = Four)Name March August NovemberNizar Juma (Chairman) √ √ √Sultan Allana √ √ ×Ramadhani Dau × √ √Lutaf Kassam √ √ ×Sultan Khimji √ × √Juma Kisaame × √ √John Metcalf √ √ √Tom Owuor √ √ √*Key:√ Present× ApologiesBoard CommitteesPursuant to the Company’ Articles of Association, the Board of Directors has delegated authority to three Committees as listed onpages 12 and 13. These committees operate under clearly articulated terms of reference (summarized below) which clarify theirresponsibilities and scope of authority. The Committees have unrestricted access to Group information and are authorized by theBoard to obtain independent professional advice in the discharge of their functions.JUBILEE HOLDINGS LIMITEDAnnual Report and Financial Statements 2011 11